Common use of Non-Registered Offerings Clause in Contracts

Non-Registered Offerings. In the case of an Offering other than a Registered Offering, we shall provide you with such number of copies of any preliminary offering circular or other document comparable to a preliminary prospectus in a Registered Offering (a "preliminary offering circular") relating to such Offering, a proof of an offering circular or other document comparable to a prospectus in a Registered Offering (an "offering circular") relating to such Offering or such offering circular, as you may reasonably request. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in any such preliminary offering circular, proof of an offering circular, offering circular or any amendment or supplement to any of the foregoing. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the offering circular delivered to you by us. You understand that you will not be authorized by the issuer or any seller other than the issuer, any guarantor or any insurer of the Securities offered pursuant to the offering circular to give any information or to make any representation not contained in a preliminary offering circular, a proof of an offering circular or the offering circular, as amended or supplemented, in connection with the sale of such Securities. You agree that you will comply with the applicable federal, state and foreign laws, and the applicable rules and regulations of any regulatory body promulgated under such laws, governing the use and distribution of offering circulars by brokers or dealers and, to the extent consistent with such laws, rules and regulations, you agree that you will deliver all preliminary offering circulars and offering circulars that would be required if the provisions of Rule 15c2-8 (or any successor provision) under the Exchange Act applied to such Offering. You agree to make a record of your distribution of each preliminary offering circular, proof of an offering circular and offering circular (including dates, numbers of copies and persons to whom sent) and you shall, if requested by us, furnish a copy of an amended or supplemented preliminary offering circular, proof of an offering circular or offering circular to each person to whom you have furnished a previous preliminary offering circular, proof of an offering circular or offering circular and, if also requested by us, indicate to each such person the changes reflected in such amended or supplemented preliminary offering circular, proof of an offering circular or offering circular.

Non-Registered Offerings. In the case of an Offering other than a Registered Offering, we shall provide you in the Invitation with such number information as to the availability through a specified regulatory authority of copies of any a preliminary offering circular or other document comparable to a preliminary prospectus in a Registered Offering (a "preliminary offering circular") relating to such Offering, a proof (which may be in electronic format) of an offering circular or other document comparable to a prospectus in a Registered Offering (an "offering circular") relating to such Offering Offering, or such offering circular. Alternatively, we may provide to you (or make available for your review in our office) as you may reasonably requestsoon as practicable a copy of such preliminary offering circular, proof of an offering circular or offering circular. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in the Invitation or in any such preliminary offering circular, proof of an offering circular, offering circular or any amendment or supplement to any of the foregoing. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the offering circular delivered to you by uscircular. You understand that you will not be authorized by the issuer or any seller other than the issuerseller, any guarantor or any insurer of the Securities offered pursuant to the offering circular to give any information or to make any representation not contained in a preliminary offering circular, a proof of an offering circular or the offering circular, as amended or supplemented, in connection with the sale Offering of such Securities. You authorize us, with the approval of counsel for the Underwriters, to approve on your behalf any amendments or supplements to any such preliminary offering circular, proof of an offering circular or offering circular. Your Acceptance shall constitute your representation that the information to be set forth in any such preliminary offering circular, proof of an offering circular or such offering circular is correct and not misleading insofar as it relates to you. By your Acceptance you confirm that you have delivered and you agree that you will comply deliver all preliminary offering circulars and offering circulars required for compliance with the applicable federal, state and foreign laws, and the applicable rules and regulations of any regulatory body promulgated under such laws, governing the use and distribution of offering circulars by brokers or dealers underwriters and, to the extent consistent with such laws, rules and regulations, you confirm that you have delivered and agree that you will deliver all preliminary offering circulars and offering circulars that would be required if the provisions of Rule 15c2-8 (or any successor provision) under the Exchange Act applied to such Offering. You By your Acceptance you agree to make a record of your distribution of each preliminary offering circular, proof of an offering circular and offering circular (including dates, numbers of copies and persons to whom sent) and you shall, if requested by usthe Representatives, furnish a copy of an amended or supplemented preliminary offering circular, proof of an offering circular or offering circular to each person to whom you have furnished a previous preliminary offering circular, proof of an offering circular or offering circular and, if also requested by usthe Representatives, indicate to each such person the changes reflected in such amended or supplemented preliminary offering circular, proof of an offering circular or offering circular.. 5

Non-Registered Offerings. In the case of an Offering other than a Registered Offering, we shall provide you with such number of copies of any preliminary offering circular or other document comparable to a preliminary prospectus in a Registered Offering (a "preliminary offering circular") relating to such Offering, a proof of an offering circular or other document comparable to a prospectus in a Registered Offering (an "offering circular") relating to such Offering or such offering circular, as you may reasonably request. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in any such preliminary offering circular, as you may reasonably request. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in any such preliminary offering circular, proof of an offering circular, offering circular or any amendment or supplement to any of the foregoing. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the offering circular delivered to you by us. You understand that you will not be authorized by the issuer or any seller other than the issuer, any guarantor or any insurer of the Securities offered pursuant to the offering circular to give any information or to make any representation not contained in a preliminary offering circular, a proof of an offering circular or the offering circular, as amended or supplemented, in connection with the sale of such Securities. You agree that you will comply with the applicable federal, state and foreign laws, and the applicable rules and regulations of any regulatory body promulgated under such laws, governing the use and distribution of offering circulars by brokers or dealers and, to the extent consistent with such laws, rules and regulations, you agree that you will deliver all preliminary offering circulars and offering circulars that would be required if the provisions of Rule 15c2-8 (or any successor provision) under the Exchange Act applied to such Offering. You agree to make a record of your distribution of each preliminary offering circular, proof of an offering circular and offering circular (including dates, numbers of copies and persons to whom sent) and you shall, if requested by us, furnish a copy of an amended or supplemented preliminary offering circular, proof of an offering circular or offering circular to each person to whom you have furnished a previous preliminary offering circular, proof of an offering circular or offering circular and, if also requested by us, indicate to each such person the changes reflected in such amended or supplemented preliminary offering circular, proof of an offering circular or offering circular.. 3

Non-Registered Offerings. In the case of an Offering other than a Registered Offering, we shall provide you in the Invitation with such number information as to the availability through a specified regulatory authority of copies of any a preliminary offering circular or other document comparable to a preliminary prospectus in a Registered Offering (a "preliminary offering circular") relating to such Offering, a proof of an offering circular or other document comparable to a prospectus in a Registered Offering (an "offering circular") relating to such Offering Offering, or such offering circular. Alternatively, we may provide to you (or make available for your review in our office) as you may reasonably requestsoon as practicable a copy of such preliminary offering circular, proof of an offering circular or offering circular. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in the Invitation or in any such preliminary offering circular, proof of an offering circular, offering circular or any amendment or supplement to any of the foregoing. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the offering circular delivered to you by uscircular. You understand that you will not be authorized by the issuer or any seller other than the issuerseller, any guarantor or any insurer of the Securities offered pursuant to the offering circular to give any information or to make any representation not contained in a preliminary offering circular, a proof of an offering circular or the offering circular, as amended or supplemented, in connection with the sale Offering of such Securities. You authorize us, with the approval of counsel for the Underwriters, to approve on your behalf any amendments or supplements to any such preliminary offering circular, proof of an offering circular or offering circular. Your Acceptance shall constitute your representation that the information to be set forth in any such preliminary offering circular, proof of an offering circular or such offering circular is correct and not misleading insofar as it relates to you. By your Acceptance you confirm that you have delivered and you agree that you will comply delivery all preliminary offering circulars and offering circulars required for compliance with the applicable federal, state and foreign laws, and the applicable rules and regulations of any regulatory body promulgated under such laws, governing the use and distribution of offering circulars by brokers or dealers underwriters and, to the extent consistent with such laws, rules and regulations, you confirm that you have delivered and agree that you will deliver all preliminary offering circulars and offering circulars that would be required if the provisions of Rule 15c2-8 (or any successor provision) under the Exchange Act applied to such Offering. You By your Acceptance you agree to make a record of your distribution of each preliminary offering circular, proof of an offering circular and offering circular (including dates, numbers of copies and persons to whom sent) and you shall, if requested by usthe Representatives, furnish a copy of an amended or supplemented preliminary offering circular, proof of an offering circular or offering circular to each person to whom you have furnished a previous preliminary offering circular, proof of an offering circular or offering circular and, if also requested by usthe Representatives, indicate to each such person the changes reflected in such amended or supplemented preliminary offering circular, proof of an offering circular or offering circular.